There is an express statutory duty on the Secretary of a company to ensure that the requirements of the Companies Act are complied with by the company.
The functions of a Secretary are essentially administrative not managerial. A Secretary commonly:
- Provides comprehensive and administrative support and guidance to the Board of Directors.
- Ensures that the Board’s decisions and instructions are properly carried out and communicated.
- Has responsibility to ensure that the company complies with all relevant statutory and regulatory requirements.
- Has responsibility for communication with the shareholders when required.
- Executes important documentaton on behalf of the company with directors.
It is also common for the Secretary to undertake the following specific duties:
- Maintain the statutory registers and minute books.
- Convene meetings of members.
- Ensure that statutory forms are completed and filed on time with the CRO.
- Deliver to the CRO copies of resolutions passed by the company.
- Supply a copy of the company’s accounts to every member of the company and every person who is entitled to receive notice of General Meetings.
- Keep or arrange for the keeping of minutes of Board Meetings and General Meetings.
- Ensure that those entitled to do so may inspect company records.
- Maintain custody and use of the company seal.
- Ensure that the company complies with its obligations to publish its name.
- Ensure that particulars relating to directors are shown on all business letters of the company.
Under the Companies Acts no specific rights are accorded to a Secretary. Any rights which a Secretary may have are dependent on his contract of employment with the company.
The Secretary may also be one of the Directors of the company and a body corporate may act as Secretary to a company (but not to itself).
The Secretary of a private company is not required to have any formal qualifications and may be appointed by the Directors for such term and upon such conditions as they think fit and any Secretary so appointed may be removed by them.
Where a person holding the office of Secretary has died, notice of this may be given to the CRO on Form B70 together with an official copy of the death certificate. There is no need to file a Form B70 if the company has delivered a Form B10 notifying it as to the termination of appointment of the Secretary and his replacement.
The Secretary is an officer of the company. Many of the provisions of the Companies Acts, which criminalise default by a company, further provide that any officer of the company who is in default shall also be liable to a fine or penalty. An officer will be presumed to have committed a default by a company unless it can be established that all reasonable steps were taken to prevent it or that by reason of circumstances outside the Secretary’s control was unable to do so.